Eventbrite Form 3 / Kevin Hartz ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hartz Kevin

(Last)

(First)

(Middle)

C/O EVENTBRITE, INC.

155 5TH STREET, 7TH FLOOR

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2018

3. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾	3,837,734	⁽¹⁾	I	See Footnote⁽²⁾
Common Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾	2,627,266	⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾	1,000,000	⁽¹⁾	I	See Footnote⁽⁴⁾
Stock Option (Right to Buy)	⁽⁵⁾	02/27/2023	Common Stock⁽¹⁾	1,250,000	2.41	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾	12/31/2024	Common Stock⁽¹⁾	802,900	⁽⁶⁾	D
Stock Option (Right to Buy)	⁽⁵⁾	02/27/2023	Common Stock⁽¹⁾	250,000	2.41	I	See Footnote⁽⁴⁾
Stock Option (Right to Buy)	⁽⁸⁾	05/24/2025	Common Stock⁽¹⁾	75,000	6.65	I	See Footnote⁽⁴⁾
Stock Option (Right to Buy)	⁽⁹⁾	05/18/2026	Common Stock⁽¹⁾	1,552,468	7.4	I	See Footnote⁽⁴⁾
Stock Option (Right to Buy)	⁽¹⁰⁾	07/23/2028	Common Stock⁽¹⁾	2,877,468	13.72	I	See Footnote⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock⁽¹⁾	403,259	⁽¹¹⁾	I	See Footnote⁽²⁾
Series G Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock⁽¹⁾	30,518	⁽¹²⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. Each share of common stock will be reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock.

2. The shares are owned by the Kevin Earnest Hartz & Julia D. Hartz TTEES the Hartz Family Revocable Trust Dtd 12/4/08 of which the Reporting Person is a co-trustee.

3. The shares are owned by The Hartz 2008 Irrevocable Trust, dated September 15, 2008 of which the Reporting Person is a co-trustee.

4. The shares are owned by Julia Hartz, who is a member of the Board of Directors and the Chief Executive Officer of the Issuer and the spouse of the Reporting Person, and as such may be deemed to be beneficially held by the Reporting Person.

5. The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vested in 48 equal monthly installments from February 13, 2013 through February 13, 2017.

6. Each restricted stock unit is convertible into one share of common stock.

7. The restricted stock units will vest upon the closing of the Issuer's initial public offering.

8. The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vests in 48 equal monthly installments from May 1, 2015 through May 1, 2019, subject to Julia Hartz's continued service to the Issuer.

9. The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vests in 48 equal monthly installments from May 19, 2016 through May 19, 2020, subject to Julia Hartz's continued service to the Issuer.

10. The stock option vests and becomes exercisable in 48 equal monthly installments from May 31, 2018 through May 31, 2022, subject to Julia Hartz's continued service to the Issuer.

11. Each share of Series A preferred stock automatically converts into common stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date or conversion price. Immediately prior to the completion of the Issuer's initial public offering, all shares of common stock will be converted into shares of Class B common stock.

12. The Series G preferred stock automatically converts into common stock on an approximately 1:1.0685 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's Series G preferred stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof will be reclassified into one share of Class B common stock.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Samantha Harnett, attorney-in-fact of the Reporting Person	09/19/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Eventbrite (EB) Form 3Eventbrite / Kevin Hartz ownership change